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United States securities and exchange commission logo
November 30, 2022
Eyal Moshe
Chief Executive Officer
Hub Cyber Security (Israel) Ltd.
17 Rothchild Blvd
Tel Aviv, Israel 6688120
Re: Hub Cyber Security
(Israel) Ltd.
Amendment No. 2 to
Registration Statement on Form F-4
Filed November 17,
2022
File No. 333-267035
Dear Eyal Moshe:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 8, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-4 filed November 17,
2022
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 175
1. Please update your
presentation of the unaudited pro forma condensed combined
statement of operations
to combine RNER's unaudited historical statement of operations
for the nine months
ended September 30, 2022 with HUB Security's unaudited historical
consolidated statement
of operations for the trailing nine months ended June 30, 2022.
Give pro forma effect
to the Transaction and related transactions as if they had occurred
on January 1, 2021.
Please also include the necessary adjustments so that Hub
Security's trailing
nine month period would reflect nine months of operations for Comsec.
Eyal Moshe
Hub Cyber Security (Israel) Ltd.
November 30, 2022
Page 2
2. Please update the unaudited pro forma condensed combined statement of
financial
position to combine RNER's unaudited historical balance sheet as of
September 30,
2022 with HUB Security's unaudited historical statement of financial
position as of June
30, 2022, assuming that the Transaction occurred on September 30, 2022.
Further, revise
your presentation to give effect to HUB Security's Investment Agreement
with certain
investors as disclosed on page F-78.
Ownership Table, page 180
3. Please update the ownership table to include the shares underlying the
Investment
Agreements disclosed on page F-78.
Consolidated Financial Statements of HUB Cyber Security (Israel) Ltd.
Notes to Consolidated Financial Statements
Note 6: Significant Events On and After the Reporting Date, page F-76
4. Refer to Note 6(g) on page F-78. Please disclose the vesting and
settlement terms of the
warrants and/or the underlying ordinary shares, issued in the Investment
Agreements.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact Austin
Pattan, Staff
Attorney, at (202) 551-6756 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any
other questions.
Sincerely,
FirstName LastNameEyal Moshe
Division of
Corporation Finance
Comapany NameHub Cyber Security (Israel) Ltd.
Office of Technology
November 30, 2022 Page 2
cc: Michael J. Rosenberg
FirstName LastName